Item 1.01 Entry into a Material Definitive Agreement.

Biofield Corp. ("Biofield") has granted to Piyush Desai, an outside consulant to Biofield, an option to purchase 100,000 shares of Biofield's Common Stock, par value $.001 per share, at an exercise price equal to $0.04 per share.

The Option expires and terminate on February 11, 2011. The Option includes registration rights to the extent that the resale of the shares of Common Stock underlying such Option is not registered on a Registration Statement filed with the Securities and Exchange Commission. If such shares are not registered for resale, Biofield is required to file a registration statement within ninety (90) days following the issuance of such shares.

In addition to customary anti-dilution provisions, the options include certain anti-dilution rights which terminate upon the consummation of any transaction or series of transactions by which any person not affiliated with Dr. David M. Long, Jr. or his affiliates (the "Long Group"), directly or indirectly, obtains or otherwise controls an amount of Biofield's equity securities (or securities convertible into equity securities) that is greater than the equity securities held or controlled by the Long Group on March 1, 2006 (the "Trigger Event"). These anti-dilution rights provide, among other things more fully described in the Share Option Agreement, that in connection with Trigger Event, Mr. Desai shall be entitled to receive an adjustment to his Option so that Mr. Desai, upon exercise of his Option, would receive shares of Biofield Common Stock (or other securities, as the case may be) equal to the same percentage of Biofield Common Stock (on a fully-diluted basis) that Mr. Desai would have held at date of the grant if Mr. Desai had exercised his Option on the date of grant.

These anti-dilution provisions, and other terms and conditions of the Option, are more fully-described in the Biofield Share Option Agreement filed as exhibits to this Report on Form 8-K.